Wednesday, 5 November 2003

Dean Foods Company Receives Wells Notice From SEC

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Wednesday, 5 November 2003

DALLAS, Nov. 5 /PRNewswire/ — Dean Foods Company (NYSE: DF) announced
today that it received a Wells Notice from the Securities and Exchange
Commission (SEC) on November 4, 2003 indicating that the SEC is considering
bringing a civil injunctive action against the company. The notice alleges
that Dean Foods aided and abetted The Fleming Companies in connection with The
Fleming Companies’ acceleration of revenue recognition. Two officers of the
Dean Dairy Group subsidiary have also received similar notices containing the
same allegations. No corporate executive officers are involved.

Specifically, the SEC believes that the company provided Fleming with
correspondence that allowed Fleming to characterize two payments made by Dean
Foods to Fleming as current income rather than deferred revenue to be
recognized over future periods.

There is no allegation by the SEC regarding Dean Foods’ financial
statements. The payments in question totaled $2.7 million and were expensed
by Dean Foods when they were made in the second and third quarters of 2002.

Under the Wells process established by the SEC, Dean Foods has the
opportunity to respond in writing before the SEC makes a formal decision
regarding what action, if any, should be taken. The company noted that it
intends to cooperate fully with the SEC in this investigation and that it does
not expect this matter to have any material impact on the company.


Dean Foods Company is one of the nation’s leading food and beverage
companies. The company produces a full line of company-branded and private
label dairy and dairy-related products such as milk and milk-based beverages,
ice cream, coffee creamers, half and half, whipping cream, sour cream, cottage
cheese, yogurt, dips, dressings and soy milk. The company is also a leading
manufacturer of pickles and other specialty food products, juice, juice drinks
and water. The company operates over 120 plants in 36 U.S. states and Spain,
and employs approximately 28,000 people.

Some of the statements in this press release are “forward-looking” and are
made pursuant to the safe harbor provision of the Securities Litigation Reform
Act of 1995. These “forward-looking” statements include statements relating
to, among other things, the potential impact of the SEC’s action. These
statements involve risks and uncertainties that may cause results to differ
materially from the statements set forth in this press release. Risk factors
are described in the company’s filings with the Securities and Exchange
Commission. The forward-looking statements in this press release speak only as
of the date of this release. The company expressly disclaims any obligation
or undertaking to release publicly any updates or revisions to such statements
to reflect any change in its expectations with regard thereto or any changes
in the events, conditions or circumstances on which any such statement is


Cory Olson

Senior Vice President and Treasurer

(214) 303-3645

P.I. Aquino

Assistant Treasurer

(214) 303-3437

SOURCE Dean Foods Company 11/05/2003

CONTACT: Cory Olson, Senior Vice President and Treasurer,
+1-214-303-3645, or P.I. Aquino, Assistant Treasurer, +1-214-303-3437, both of
Dean Foods Company

Web site:


CO: Dean Foods Company; The Fleming Companies

ST: Texas



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